A Change Gone Wrong, Magic and Watch Mix Up
by GhostKaiser23
Summary: The mix up from A Change of Face was never fixed. Ben and Gwen are forced to grow up in each other's bodies... Can they find a fix? A fix they would like?


**A Change Gone Wrong, Magic and Watch Mix Up**

 **Co-Writer GreyKing46**

 **We do not own these characters. All rights belong to Cartoon Network and Man of Action**

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We find ourselves near a familiar beige RV, parked at a lake where a hefty grandfather wearing a red Hawaiian shirt blue trousers and brown shoes was setting up a picnic. This is Max Tennyson, grandfather of Gwen and Ben Tennyson.

"Kids, come on out. I've got the food ready!" Max called out

"Coming Grandpa." Two voices came from inside the RV. One belonging to a girl an one belonging to a boy.

Coming out of the vehicle, was a red-haired girl with green eyes, wearing black and white sneakers, green cargo trousers and a white shirt with a black stripe going down the middle.

Secondly was a brown-haired boy with green eyes, wearing a blue long-sleeved shirt with a blue cat face, white trousers and white and blue sneakers.

The boy having a strange black, grey and green watch

Now most of you watching are probably going 'what the hell?!'... Let us explain

You see, it was about a week ago, the Tennysons: Max, Ben and Gwen; were in Salem, Massachusetts for a visit as part of their 'Great American Roadtrip' and had come across a witch called 'Charmcaster'. She wanted to switch bodies with Ben, the young boy with brown hair for his watch.

And for those of you thinking 'Why would a witch want to switch bodies with a boy for a watch? That seems quite absurd.' well, it's kind of simple; the watch is actually called 'The Omnitrix', a powerful device that can transform its user into an alien. Now, couple magic with alien abilities and you have a VERY powerful being.

However, instead, she had swapped bodies with Gwen. And following some shenanigans, Charmcaster returned to her own body while Ben and Gwen were now stuck in each others

Since then, they have TRIED to get along and be as normal as one can be in this situation...however.

"How can you walk like this? These things are giving me a wedgie!" The girl spoke, acting like a boy

"You better not tear them, doofus!" The boy snapped

Both Ben and Gwen aren't REALLY the best of friends, even if they ARE cousins.

And that was in their NORMAL lives

The issue Ben was having today as with Gwen's underwear

"I swear to god, Benjamin Tennyson. If you RIP my underwear, I'm gonna-!" Gwen, in Ben's body, snarled

"Or what? I case you forgot, if YOU hurt ME, YOUR body is gonna get busted!" Ben, in Gwen's body, responded

For simplicity's sake, we'll call Ben in Gwen's body 'Ben' and Gwen in Ben's body 'Gwen' as to avoid confusion.

"Ben, Gwen; that's enough." Max called out to the two, not wanting this day to be ruined before it got started

"I just don't get why she wears these things. They are small and pick all the time." Ben grumbled

"It's because they're functional. Unlike YOURS, I mean, these feel unbelievably loose. It's like they're worn out before you even wear them." Gwen answered

"Well it gives room for Ben Jr." He huffed

"'Ben Jr'? You're disgusting." Gwen groaned

"Kids." Max sighed and frowned, looking at the two. "Please. We're trying to have a picnic."

"Yes grandpa." They mumbled

"Now I know it's tough, but I hope that you two can at least TRY and give some leeway to each other. AND see things from their perspective." Max added

"Yes grandpa." The grumbled

"Thank you. Now, let's sit down. I've got some crawfish salad that I made." Max spoke

'Did Grandpa Max actually make something EDIBLE?' The two thought in shock

They quickly pinched themselves to prove they were not dreaming

"Now, you get tucked in, I've got some grasshopper crackers in the cupboards I need to get out." Max spoke.

As Max went inside the RV, Gwen and Ben looked at each other and began to fill up on the salad. NO-WAY they were risking those crackers.

"Hmm~ thish ish REALLY good." Ben spoke with a content full mouth.

"Ben, don't talk with your mouth full." Gwen frowned, but did admit she DID like it.

Ben gulped loudly and he looked at Gwen. "I can't help it. When I like something I like, I just eat."

"Doesn't mean you have to open your mouth WHILE you are eating." She frowned

"Fine." Ben grumbled and eased up on the portions.

Gwen looked down at the plate and sighed heavily, looking at hands that weren't her own.

"What's wrong?" Ben asked

"I'm just thinking...How're our parent's gonna take this?" Gwen answered

"I know." Ben frowned and sighed. "I mean, we started out on a 'normal' road trip...now here we are, switched bodies and filled with crazy aliens and magic."

She looked down at her hands, the hands that were not hers... and sighed "I think... All we can do is just... If we can't fix this by the end of the summer... Pretend to be each other, live out each other's lives."

"Oh...That-that's gonna be difficult. You DO know my grades; right?" Ben answered

"I'll tutor you." Gwen answered.

"Okay?" Ben blinked and sighed

"If we're going to live each other's lives, we've GOT to make sure we don't make too many differences when we get back." Gwen answered

"Yeah yeah, I know." He waved off

"Ah, I hope you've made room for these crackers." Max spoke, coming out of the RV.

"Um...We're okay, grandpa." Ben answered

"Full." Gwen nodded

"Oh, well alright. I hope there's enough left for me." Max sighed with an understanding smile and nodded.

"I need a shower." Gwen commented, standing up

"Don't wash in that flowery stuff." Ben answered

"It's called SOAP, genius. You should use some sometime!" Gwen snapped

And with that, Gwen huffed off into the RV and went for a shower.

"Ben." Max frowned

"I-Hmm...Still, it's my body." Ben frowned, crossing his arms.

*In the RV*

Gwen was getting out of her clothes, being stuck in Ben's body made it difficult to look down. 'Stupid Ben, stupid boy's body, stupid Charmcaster...Just...ARGH!' She thought in anger, almost ripping her clothes off in frustration

She was soon naked, frowning at her body in the mirror. It was all... Wrong! No curves, no womanly splendour. Just muscle, some fat and that stupid thing between the legs! Her eyes widened because, as she remembered her old body naked, the shaft hardened

"Eep! No, no, no! Stop that!" She hissed, covering herself and turned the shower on; hoping that the cold water could stop it.

Why was her body reacting like that? Was it something a guys body normally does? Why did it do it when she thought of her old body?

"Please, please. Stop!" She whispered sadly, trying to keep this to herself

Himself? This entire situation was confusing

Soon the hardness DID die down, the shower washing over Gwen's male form

"Phew. What a relief." She sighed, washing herself...himself, with shampoo and then body-wash

*time skip*

Both Ben and Gwen were now getting ready for bed. The two have had a stressful day, like the past week...But something was different this time.

Gwen was avoiding Ben, trying not to get that feeling from 'Ben Jr.' again.

Ben meanwhile was limping a bit and seemed grumpy

"Are you-?" Gwen asked

"I'm fine." Ben grumbled, clutching his stomach.

"Wait...Are you on-?" Gwen asked

"Stupid girl's body." Ben mumbled under his breath

Gwen could only flinch in empathy

"How do you deal with this?" Ben frowned, slumping in bed

"Pads, painkillers and just trying to ignore it." She shrugged

"Right...Guess this is a regular thing now." Ben responded

"Yeah...Yeah, it is." She nodded "Unless we find a way to reverse this." She added with hope

"I hope so...I don't want to ruin-" Ben mumbled before he stopped

"Ruin? What?" Gwen blinked

"...You remember Cash and JC? How they pick on me?" Ben asked

"Yeah?" Gwen said in confusion

"Well...They're MY problem. I don't want that on you." Ben answered.

"Ben... I can take care of myself." She smiled, feeling her cheeks redden at his concern

"Alright." Ben nodded. "I-I'm gonna head to bed."

"Night." Gwen nodded

As the two headed to bed, Ben thinking back to school and how he'd HAVE to go in the girl's locker-room and do all of Gwen's classes and Gwen for him...It was getting him worried. And having his waist feeling pain didn't help

What if he fucked up?

'Damn it.' He thought sadly, reaching down to grab Furry Freddy...but realised he was with Gwen. "Gwen?"

"Yeah?" Gwen asked, sounding like she was falling to sleep

"C-can you pass Furry Freddy?" Ben asked

"...Sure." Gwen answered kindly and handed the teddy bear down to him

"Thank you." He said, hugging the bear tightly and falling asleep

"Good night." Gwen answered

"Night." Ben responded

It was a couple of days later, Max had brought them to a town to try and have some fun for today.

Gwen was in a... Bad mood. Yesterday they had visited one of Grandpa Max's old friends which turned into this whole adventure where Gwen became a werewolf alien

And...Let's just say it did NOT go very well.

When visiting Grandpa Max's friend, they saw his grand-daughter. A Native American girl called 'Kai'.

And Gwen found herself acting SO stupid to try and impress her... She didn't even know WHY she did!

'Stupid, stupid, stupid. What the heck is WRONG with me?' She thought, almost hitting her head with her hand

WHY had she been so eager to impress that... That girl! And then the bitch ripped her heart out!

"'Oh, I wanted to TRAIN you! I liked it better if you were still a wolf!' Grr! That-that girl!" Gwen growled angrily

"Um-Gwen?" Ben began to ask, wanting to talk to her.

"WHAT?!"

Ben flinched and looked at her. "Do...Do you want to talk?"

"I... Fine." She grumbled

The two sat down at the dinner table, Gwen still feeling angry at Kai.

"I guess Kai wasn't a great person." Ben answered

"No kidding." Gwen responded. "She was so-URGH! But the WORST part? I was-!" She began to answer, before stopping herself

"You were what?"

"Nothing. It-it's nothing." Gwen answered, keeping it close to her chest.

"Gwen, come on. It's me. I promise not to laugh." Ben answered, putting his hand over his chest, thought feeling Gwen's pre-teen developing bosom

"I... I found her hot." She blushed

Ben blinked in shock. Was this because Gwen liked girls? Or...was it because of Ben's body? "You-*cough* you did?" He asked, trying not to laugh or get confused.

"Yes. Well-I don't know, I don't know if it's because of this body or if it's ME, or...I don't know!" Gwen frowned, trying to explain these feelings and urges.

She cried gently, her head in her hands

Ben didn't know what to do. This was weird seeing his body like this...but right now, all he could do was go over and hug Gwen. It was the only thing he could think of.

"It's okay." She sighed

"It'll be alright. Okay?" Ben answered

Gwen sniffed and nodded

"And...When we get our bodies back, it'll be like old times. Okay?" Ben added

"I know." Gwen nodded. "I know."

Gwen, however, refused to think about how nice it was to hold Ben like this

"Kids, I've got some drinks. I think we need them." Max spoke, coming in with some cold cans of soda for them.

"Thanks, Grandpa." The two answered, both pulling back from this 'embarrassing' situation.

*Time Skip*

It was about a week later. Gwen was teaching Ben about magic, she didn't want her own skills to get rusty from Ben's lack of trying.

Problem? He didn't have the best mind for it, it made concentrating very hard

"Come on Ben, you've got to do this." Gwen spoke, sounding like a teacher.

"Easy for you to say, you make this seem easy." Ben answered, trying to make a simple spell spark from his hands.

"Just...TRY and concentrate." Gwen answered, getting annoyed

"I'm TRYING!" Ben answered, a small spark spluttered from his fingers...but it was soon fizzled out. "GAH! I can't do it!"

"You HAVE to! I can't keep carrying this burden you know." Gwen responded

"Don't you think I know that? I'm not 'magically inclined'! I don't know how you do it!" Ben snapped back. "I'm crap at this! I'm not like you!"

"Then don't BE me! Try and be YOU!" Gwen answered. "What do YOU focus on?"

"I don't know." Ben groaned

"What about 'Sumo Slammers'? You play and watch that like crazy." Gwen answered

He shrugged gently

"Why don't you think of it like a level from that?" Gwen asked

"I guess." he nodded

"Here...Let me help." Gwen spoke, turning Ben around, holding his arms from behind him and aimed his attention to a can they were using as target practice.

Ben blushed, allowing her

'Keep calm, keep calm.' Gwen thought, biting her lower lip not to speak. "I want you...to focus on the can. Imagine you're doing that 'hand-gun laser' game we used to play."

"Y-you remember that?" Ben asked, still blushing as he felt Gwen holding him

"Course I do." Gwen nodded. "Focus." She asked him

"O-Okay." He nodded and began to focus on the can. 'Focus.' he thought

Sparking out of his hands was a small bolt of pink energy pushing the can off the boulder they were using.

"I-I did it." Ben blinked as he looked at the knocked over can.

"Yeah, you did." Gwen smiled

"I did it!" Ben repeated, getting a behind-hug from Gwen. 'Meep.' he thought

Gwen soon realised what she was doing and pulled back, composing herself and coughed a little.

"Good job." She nodded, walking away

'Oh man; what the heck is WRONG with me?' Ben thought to himself.

A few more weeks had passed, Ben Gwen and Max were fighting against the bad guys who had caused them trouble all summer, 'The Negative Ten'.

It had taken Gwen everything she had to beat them, but it had worked

"Gwen? You...You okay?" Ben panted, helping her up from the ground.

"Tired." She nodded, her fingers intertwining with his without noticing

"We lost Charmcaster...She ran off." Ben frowned, helping Gwen into a chair.

"Doesn't matter now." Gwen frowned, resting up. "She'll be back."

"But she was our only chance to return to normal." Ben whispered

"And we'll find her again. Or maybe we'll get to a point when we don't need her. You're...You've been getting better with magic." Gwen answered

"I guess." She mumbled

"Well...You have. And, I would've been hurt a LOT more without you and Grandpa Max." Gwen answered

"Thank you." Ben nodded

Both Ben and Gwen sat next to each other and sighed. "We have to go home soon." Ben whispered

"I know." Gwen nodded

"What're we gonna tell our parents? Nothing?" Ben asked

"I guess." Gwen shrugged.

Ben nodded, holding back tears for a second

"Ben? A-are you okay?" Gwen asked putting his arm around her.

"Yeah! Yeah." She squeaked

"Ben, you can trust me." Gwen frowned looking at his cousin.

"I...I just-I don't know if I can face them." Ben answered

"We can do it." Gwen urged

Ben sniffed as she looked at Gwen. "Y-you think so?"

Gwen nodded. "I know we can." He responded, holding her hand.

Ben smiled, kissing his cheek gently

Gwen's eyes widened at that and blushed and instinctively tightened his grip on Ben's hand.

The two just sat there until Max came back and brought them back to the RV...for some much needed ice cream.

*Time Skip*

It was six years later. Ben and Gwen had grown into teenagers and had survived the problems of growing up in each other's bodies.

The highly embarrassing, awkward and strange problems

But for now, let's go check on them.

*With Gwen*

Gwen had grown into a somewhat muscular young man, his brown-hair was cut short and he was wearing a school uniform. Dark blue trousers, white shirt and his own jacket, embroidered with a green '10'

He had just finished his homework, doing his best to keep Ben's grades at a good level for when they got their bodies back

He sighed gently and looked at his wrist, seeing the Omnitrix still there, but now it had changed into a slim green form and not the bulky grey and white version it once was.

It was definitely easier to wear and live with

"I wonder how Ben's doing...Hopefully staying out of trouble." He thought, going to the phone and began to call.

*With Ben*

Ben was in her room, looking in the mirror as she was dressed in her underwear. It was a lacy green number that hugged her well developed curves

'Okay, THIS is the best part of being a girl.' Ben thought with a smile. Slowly turning around as she saw her C-Cup breasts being hugged by her bra.

She was so proud of herself, of the body she had gained and maintained

True, she had to give up chilli-fries, but it was worth the pay-off.

RING, RING

"Huh? Oh, it's Gwen." Ben spoke, answering her phone

"Hello cuz." She greeted cheerfully, looking at her body from several angles

"Hey, are you alright?" Gwen asked

"Sure. Just hanging out in my room." Ben answered

"That's good...Just have you been practising your magic?" Gwen asked again

"Yes, last night." Ben nodded "I do have a new spell book I am planning on reading later today though."

"Sounds great. Hey, I know it's been tough being a girl...But I'm proud of you for sticking through it." Gwen answered

"Ditto." Ben blushed, looking over her shoulder as she brushed her hair

Ben had let her hair down a bit over the years, just going to her shoulders and tied it into a form of ponytail, nothing too long but it was manageable.

"Okay, I better get going. Bye." Gwen spoke

"Bye." Ben responded and hung up

She sighed, her nipples hard under her bra

'Dang it...Not again.' Ben thought to herself...before going into the bathroom and had some 'her-time'

*Time Skip*

Gwen sighed as she arrived home, wiping sweet from his head

"Okay...THAT was a heck of a training session." She sighed as he got back home.

He sat down, thinking about the tennis girl who sometimes watched his practise called Julie. The girl was rather cute

There was something about her, something that stuck in Gwen's head

Maybe it was the way she held her racket or her tennis form...Or maybe those white booty shorts she used for training? Gwen didn't fully know.

But he found himself hard at the thought of her

"D-Dang it." Gwen frowned and headed to his bedroom. He needed to try and get rid of this.

And there had been only one way he had been able to find

'Okay, okay. You've been told this in Sex-Ed and by our parents...It should be easy. Right?' Gwen thought. 'You've already done this dozens of times.'

Gwen locked the door behind him and began to strip off his trousers and lay on the bed. Slipping his boxers off, he saw his erect member resting against his lower stomach

He closed his eyes, wrapping his hand around his penis

'Just...Just think about Julie.' He thought, slowly stimulating himself as he rubbed his member in his hand

He moaned, remembering her beautiful face and her body as he masturbated

Gwen bit his lower lip, seeing her face and body, imagining her naked and how Julie was standing there before him

Julie playing with her breasts, kissing his cock as she looked him in the eye with burning lust

'Yes, yes, yes! That-that's good. Julie, you're tongue... Oh yes!... I-I-!' Gwen thought as he was nearing his climax. Suddenly Julie's breasts seemed to grow a bit, her hair turning red and her eyes turning green

"It tastes so good~." A mental voice, an oh so familiar, echoed through her mind, before her familiar fantasy woman wrapped her soft lips around his penis

"B... Ben?" he stuttered in disbelief at how his fantasy had twisted before exclaiming a verbal "Ah~!" And came from his penis, to the mental image of his cousin giving him a blowjob.

Gwen opened his eyes, gasping as he mentally masturbated to his cousin.

"What... Did I do?" He muttered

*With Ben*

"Oh Gwen! Yes!" Ben moaned into her pillow, using a small dildo to rythmically fuck herself

She panted as she came on her dildo and fell on top of her bed. Exhausted as she just imagined herself being fucked by her cousin

She smiled, licking her dildo clean

'Oh god...That-that was so good.' Ben thought happily, thinking of being filled by Gwen's cock.

She had been doing this sort of thing for weeks, maybe a month or so

'Gwen...I-I want him. I want him.' Ben thought with a red blush on her face, panting and eager for her pussy to be filled

She could not believe that, for a while

She thought it was just a passing phase...But no. This was real. She wanted to sleep with her cousin.

She lusted after him

"...Fu-u-u-uck!" She groaned and slumped onto her sheets.

*Time Skip*

Gwen was at school, putting his books in his locker

He didn't get an early night the other day and almost fell asleep in class, but he managed to persevere.

He had decided to stop thinking about that fantasy

'What was I thinking?' He thought as he closed his locker, until quick footsteps came towards him. 'She's my cousin!'

"Hey!" A voice spoke as they came to a stop.

"Huh? Oh hey." Gwen spoke as she turned around and saw Ben.

"What's up?" She asked

I've found it." Ben panted. "I've found a spell to change us back."

"What?!" He gasped

"Yeah! It means-" Ben spoke before pulling Gwen to the side to make sure they weren't getting overheard. "It means we can get back to normal." She spoke in a hushed voice

"Yeah." He smiled

"Yes! I've got the stuff ready back at home. We can be changed before dinner!" Ben answered

"O... Okay." Gwen nodded, gulping

"Come on!" Ben smiled, pulling Gwen

"Gah!" Gwen gasped

"S-Sorry! I-I'm just-You okay?" Ben apologised, understandably excited about all this

"You nearly pulled my arm off doofus but yeah, I'm fine." Gwen smiled

"Alright. Gwen, should we get home now?" Ben asked, pointing in a vague direction with his thumb to mean 'back home'.

"I-I guess." Gwen answered with a nod, holding her hand

The two headed off to Ben's home to work on the spell. Thinking at this was going to work, while also thinking how different it will be after ALL they've lived with.

If it worked

*Time Skip*

Both Ben and Gwen were now back home, Ben was holding the spell book in her hands and began the incantation while they were in her room.

Gwen was sitting there, bored, as Ben had been chanting for ten minutes straight

'This is getting boring.' Gwen thought to herself. "Ben is this going to take any longer?"

Ben's eye twitched, keeping up her incantation

Her hands soon changed from their natural blue glow to that of pink, swirling around in her hands as they expanded in to the room

There was a flash... And nothing happened

"I-I don't get it. It should've, done a-a SPARK or something." Ben frowned, flicking through the pages of the spell.

Gwen shrugged when he felt like his body was warmer, his penis growing hard

"Ah, B-Ben. Wh-what have you done?" Gwen panted, covering his penis with his hands.

"I don't know." Ben commented, pulling at her jumper as her nipples hardened

"Oh my gosh!" Gwen gasped, seeing how casual Ben was removing her jumper and was removing her bra; the sight of her cousin removing her clothes was making her penis throb and heat up more. He wanted to hold her and pin her to the bed or floor.

He couldn't hold back anymore!

Gwen leapt upwards and pulled Ben close, kissing her and being kissed back, their bodies were instinctively tangling together as their heat collided.

The two began to rip the other's clothes off, feeling the burning lust they were feeling and were now exposed to each other.

Ben was soon on her back, Gwen running his hands over her hips and ass as he almost agonisingly pulled down Ben's pantyhose while kissing along the covered flesh

Ben panted as she felt Gwen's lips kiss along her stomach and waist, her hands seemingly guided him to go lower down her body. "M-More. More, Gwen."

"I enjoy hearing you moan like this." Gwen smiled, kissing along the line the panthose made against her waist "It's adorab-AH!" He gasped at the end, distracting him

"Two can play at that game." Ben panted, having slipped her left foot into Gwen's boxers and began to play with her old friend

"Hello, old buddy." Ben joked, teasing and stimulating Gwen's cock while Gwen caressed her skin

"You minx." Gwen hissed out in pleasure, finally starting to take the pantyhose off

Ben blushed as she had her bald vagina exposed. "You...you shaved?"

Ben nodded in embarrassment. "S-Sex-Ed Class scared the hell out of me." She admitted

"I'll be gentle." he smiled, kissing her

The two remained in their kiss, Gwen's cock was hard and hot resting on top of Ben's moistening vagina.

Gwen began to position herself so that his penis was about to enter Ben's pussy and with a slow reaffirming push, Ben's pussy was being filled with Gwen's cock.

It felt weird, having your former cock entering your pussy, or feeling the opposite happen, but the two were panting as Gwen pushed further in and gently breaking Ben's hymen as they now were connected. They were now one in their embrace.

"G-Gwen!" Ben moaned happily, her eyes tearing as she looked into Gwen's eyes.

"We're each other's firsts." Gwen panted, beginning to move slowly into Ben's pussy, feeling the moist warm walls of her vagina wrap around his cock.

He kissed Ben deeply, moaning as he thrust in and out of what was once his body

'I'm doing it. I'm with Ben. I'm-I'm making love to her!' Gwen thought lustfully and happily. "Hmm! It-it's too good!"

"Gwen, my vagina. It-it's tingly!" Ben moaned, linking her legs around Gwen's waist. "Deep... Deeper!"

Gwen did his best, thrusting as deep as he could into Ben's pussy, but being a virgin made it too much for him. "Ben, I-I'm gonna cum!"

"Nearly there! Nearly there!" She moaned deeply

"But-But I-!" Gwen moaned and just kissed Ben, their mouths connected in a passionate embrace as they climaxed together, staining the bed-sheets with their love-juices.

The two moaned deeply, falling against the bed.

They didn't talk, but just looked at each other and smiled.

They kissed once more before they fell asleep

*Time Skip*

It was a few hours later, Ben was stretching from having sex with Gwen. From paying attention and due to muscle memory, Ben walked to the bathroom to go for a shower. Being naked Ben didn't need to strip and just turned on the shower, letting the water heat up before heading in.

As the steam began to fill the room, Ben looked in the mirror while feeling fulfiled. Wiping the steam away...there was something wrong with the reflection. Something...Peculiar.

Ben was stunned, almost unable to scream from the immediate shock, before screaming and caught Gwen's attention.

"AAAAAHHHHH!"

Gwen jolted up, hearing Ben's scream coming from the bathroom.

"Ben? Ben! What's wrong?" Gwen raced to the bathroom and flung the door open. "What's-" Gwen began to speak before stopping, seeing WHY Ben was screaming.

Before Gwen wasn't Ben in a beautiful womanly body, but Ben was back to being a male-version of Gwen!

"G-Gwen?" Ben panicked looking up at Gwen, seeing that she too had changed! Gwen's masculine and toned body was now feminine, C-Cup breasts with long brown hair and a vagina!

"W... What the hell?!" Gwen yelled, her hand going to her neck as she heard her voice being higher and more feminine

"Gwen, we-we've changed back!" Ben spoke, his voice sounding more masculine and deeper. "The-The spell worked!"

"Y... Yeah." Gwen squeaked

"We...We're back in our own genders." Ben realised. "But...We're not in our own bodies."

"No. We're not." Gwen answered, her hands running over her female form

'I...I have breasts again.' Gwen thought, feeling her firm supple breasts

'I've got a penis again...This feels weird.' Ben thought looking down at himself. 'I'd forgotten what it felt like.'

"Ben...it...it feels weird. Being a woman again." Gwen whispered, thinking that Ben could hear her.

"Yeah, same with me." Ben nodded...and inadvertently started to masturbate slowly on his dick.

"Ben?!" She gasped/yelled

"Huh? S-Sorry!" Ben quickly removed his hand away from his penis. "It-It was an accident."

Gwen just gave him a look

"In my defence, I haven't played with my penis since I was ten; okay?" Ben answered

"You masturbated back then?!"

"No! But-but I got itchy down there!" Ben answered

Gwen sighed, running her fingers through her brown hair "So... What even did that spell do?"

"It-hang on. Let me get the book." Ben began to speak before going to get the book.

Gwen sighed and turned the shower off. She knew this was gonna take some time.

"This is crazy." She mumbled

Ben flicked through his book until he found the spell. "Here! Here it is." Ben got the spell and showed it to Gwen. "Says here, we can change back to normal."

Gwen examined the spell's wording and sighed. "Ben...it says we can 'switch genders'. NOT switch back to normal."

"Huh?" He blinked

"It says that we can change genders at will, essentially this makes us Genderfluid." Gwen answered.

"At will?" Ben blinked

"That's what it says." Gwen nodded and realised what it meant.

Ben bit his lower lip and tried to focus, thinking back to Gwen's body, how it was and how it felt. And soon, his body turned back to her voluptuous C-Cup breasted body, curves and all.

"I'm back!" She smiled gently

"Yeah, yeah you are." Gwen blushed and nodded, feeling that the attraction she had for Ben hadn't gone.

She walked towards her and kissed her

Ben gasped as she felt Gwen's lips on hers.

Was this part of the spell? But right now, Ben didn't care. She just held Gwen close as they kissed.

Gwen slowly broke their embrace, leaving a small saliva trail from their lips. "Still, still there." She panted with a blush, instantly kissing Ben again and wrapping the red heads legs around her waist

"Gw-Gwen!" Ben gasped, feeling her body press against Gwen's, feeling her heart pound in her chest

Gwen just kept kissing her, pinning her against the wall

Ben just kept their embrace, linking her legs around so that she didn't fall off.

'I want her. I want her SO much!' Gwen thought, their breasts pressed against each other as they kissed

"Wait... wait." Ben panted as she broke the kiss, her eyes glowing pink. Emerging from one of her drawers came several dildos "Use these." She blushed

"Oh? Oh, you naughty girl." Gwen smiled, grabbing one of the dildos and played with Ben's pussy with the dildo.

She slid it in slowly, looking at Ben's face to take in every small twitch of pleasure

"G-Gwen." Ben's face was blushing as she felt her pussy filled with the dildo, she was soon making an ahegao face which made Gwen lick her lips.

"So pretty." She purred, moving the dildo in and out quickly

Ben panted as she felt her pussy sliding up and down on the dildo, feeling her body being stimulated by the plastic sex-toy.

Only to feel a second one poking at her back door

"G-Gwen? A-Are you-?" Ben panted, feeling scared, looking at her.

Gwen replied by kissing her, the well lubed dildo sliding in

Ben's eyes widened as she felt her ass being filled with the second dildo, she was unprepared for it, but she couldn't deny that this felt amazing.

She was cumming hard already

"God, you're gushing." Gwen smiled, sliding the dildos in her lover's holes. Gwen's lust for Ben began to grow, wanting to fuck her...And felt his body change back to that of a male.

He kissed Ben deeply, groaning

'I-I want him, want him so much!' Ben thought lovingly, wanting to cum from Gwen's cock

"In me?" she asked

"You want me in you again?" Gwen asked, rubbing his cock against Ben's clit.

"Yes, yes I do!" Ben nodded, panting lustfully.

Gwen smiled, getting to work

*Time skip*

It was the next day, Gwen was sleeping in Ben's bed. The two were on their own as their parents were out on business, so they had about a week all to themselves.

Ben had walked out of the shower wearing only her towel as she dried herself. Even though the spell didn't work the way they wanted, they couldn't argue with the results.

'I've got to read the spell...See what ELSE I've missed.' Ben thought, opening the book and looked inside. The incantation, the hand motions and how it affected them. As she turned the page, Ben discovered what ELSE the spell had affected them.

'When this spell is used, the person or people affected can change their bodies to the proportions that are comfortable and reasonable. If the spell is used to extreme changes to the body, it will have serious repercussions on the beings in question.' Ben thought reading the warnings. "Does...Does that mean, we can change our bodies? If only slightly?" She whispered, looking down at her breasts. She began to focus and imagine herself with a bigger chest, not too much so that it didn't cause distress, but enough to know her limits.

Slowly growing, Ben felt her bosoms expand in her towel, she had to loosen it in order to breathe. At the end of it, feeling the limit of her body changing, her supple C-Cup breasts had changed to D-Cups!

Ben gasped as she groped her chest, she couldn't believe it; the spell had changed her body and it felt so natural.

"No way." She mumbled

Gwen mumbled in his sleep, slightly stirred by Ben's whisper.

Ben quickly looked behind and looked back to her bedroom mirror. 'I gotta check this.' She thought, heading towards it and stripped off her towel, if she was going to check her bodily changes she wanted ALL angles.

She was VERY eager to see her work

She looked around all of her body, her ass had grown to a perfect round heart-shaped ass.

'Oh god. I look AMAZING.' Ben thought, swaying her ass and grabbed her ample breasts

She grinned and shook her breasts lightly

"I can't believe how soft they are." Ben thought. "I wonder?" She began to change into a boy and began to change his body. It wasn't anything too heavily changed but he did notice his penis getting bigger but not to an absurd degree

"Damn."

Ben examined his body, seeing his enhanced member and slowly gripped it, just to see how it looked like when it was erect.

Unknown to him, Gwen was waking up rubbing the sleep out of her eyes. 'Hmm? Wha-what's going on?' She thought

She sat up, running a hand over her female body.

'Hmm~, still soft...Supple.' Gwen thought to herself.

She was amazed she was in a female body again

'Must've changed in my sleep.' She thought as she looked up at Ben. 'What...is he doing?'

She gulped, seeing his dick

"Oh my god." She squeaked, inadvertently catching Ben's attention.

"Gwen? Y-You're awake?" Ben asked with a heavy gulp

"Yes." She nodded

"What're you doing?" Gwen asked

"Trying something new. The spell...It had more than just 'gender-fluidity'." Ben answered

Gwen blinked in confusion

"Okay, watch." Ben spoke, changing his body back to that of a woman's. "This is what I NORMALLY look like. Right?" That being C-Cup with a slim figure and soft ass

"Yeah, of course." Gwen nodded with a simple look on her face; before she gasped as she saw Ben's breasts grow an extra cup size to a D-Cup and heart shaped ass, her waist got a little slimmer, but all in all Ben's body was perfectly proportioned without it being absurd. "That-that's the spell too?"

"Yeah. And I've only just figured it out." Ben answered with a smile. "This is the absolute limit for this body, any more expansions or crazy changes and it'll cause damage."

"Cool." She smiled

"I think YOU can try it too." Ben responded

Gwen nodded and focused

She began to feel her body slowly grow, thinking that this would be easier with time and practice. She soon felt her breasts grow from their C-Cup size to that of D-Cups. It was just noticeable but she thought that she might've been bigger than Ben's

"Wow!" She blinked

"Wait a minute." Ben frowned, looking at Gwen's breasts...and grabbed them to get a feel. "Are-Are these bigger?"

"I think." She blushed

"Dang it. Guess I've got to try this then." Ben spoke, shifting back to his boy-self and revealed his cock to her.

Gwen gulped joyfully at that

"Let's put your beautiful breasts to work." Ben smiled, nestling his cock between her breasts and felt how soft her skin was.

He held her breasts, starting to use them to massage his dick

"Is it normally so hard, to want to fuck in the morning?" Gwen asked, blushing as Ben's cock poked through her bosom

"Yes, and you." He blushed

Gwen smiled and kissed his cock as it poked out of her breasts again.

'It tastes good.' she thought happily

"Oh, Gwen. This is so good~." Ben moaned wanting her to taste his cock...but he wanted to also fill her pussy

He groaned and came, his virgin penis super sensitive

Gwen was shocked to see how much cum Ben let out, her face was covered with his seed.

"Gah!" She gasped

"S-Sorry, but...your breasts are so good." Ben admitted, slipping out from Gwen's breasts and kissed down her chest to her vagina

He didn't even care about the taste of his seed

"Ben!" Gwen moaned as he started licking her pussy

Ben just continued to lick Gwen's slit, tasting how warm and sweet it was.

He licked faster, grinning

Gwen gripped the sheets of the bed, gasping as she tasted Ben's sperm in her mouth and the feeling of his tongue in her pussy

"More!" She moaned

Ben smiled, his hand going up to the top of her vagina and began to rub her clit

He knew every button to press

"Ben! Ben I-AH!" Gwen moaned and came, Ben having his mouth tasting her pussy juice.

Ben licked it all up, smiling

"I'm...I'm hard again. Ready?" Ben asked, looking lovingly at Gwen as he positioned himself to Gwen's pussy

"Yes." She nodded

"Right. Here I come." Ben panted, thrusting into Gwen and felt her virgin pussy wrap around his cock. Now he knew why Gwen didn't last long in his own vagina their first time

Both moaned, feeling like it was the first time all over again

The two panted and lay on the bed, Ben slipping out and rested next to his lover.

The look on their faces was that of love and exhaustion...which was ruined by the sound of rumbling bellies.

"Hungry." Both mumbled

The two lovers got up and out of bed, having a refreshing wash and headed downstairs.

Ben got out some cereal for him and Gwen, since it was a darn sight better than Sandra's cooking.

The two ate in near silence, smiling

It didn't take long for the two to finish. "How're you doing, Gwen?" Ben asked

"I'm fine, thanks." She answered "Class is doing well."

"Yeah, yeah same here...But err...Kinda struggling a bit in chemistry." Ben admitted

"Ben." She sighed

"I'm sorry, but there's a LOT of chemicals to remember for an exam. They sound similar." Ben answered

Gwen frowned, standing up and becoming a male again "Maybe I should teach you?" He asked in a controlling, dominating voice

"G-Gwen?" Ben shuddered, seeing him like this.

"That's 'Master', Ben." Gwen continued, sounding controlling and dominant.

He pinned her to the table and grinned "Now, each time you get a question right I am going to pleasure you. Each wrong answer, you have to wait. And I'll only fuck you, if you get 80% or more."

"I-O-okay." Ben blushed and nodded.

And so, their tutoring started

The first few questions Ben managed to get right, feeling Gwen's fingers pleasure her body. But then came the more difficult questions, Ben was struggling to answer and then lost the pleasures.

"G-Gwen." Ben panted, wanting more as she was almost cumming

"Ah-ah, Ben. You know the rules. Every right answer means pleasure; every wrong answer means I stop." Gwen reminded

Ben cried gently, eager

Ben tried to focus, but the answer seemed to evade her, until...

"Hmm...AH!" Ben moaned, cumming from her pussy from being pent up

"Good girl." Gwen smiled, kissing her gently

Ben panted after Gwen kissed her and melted into the chair

Gwen smiled, nuzzling her neck softly "Good girl." he repeated

A little while later, Ben and Gwen were changing up their bodies, seeing what their limits were and getting comfortable with what they had.

They had talked and... They were fine with this. Being in the bodies they where swapped into, being in each other's bodies. After six years... It felt right. Add to that the fact they could change gender in the bed room... Yeah, they just... Didn't care anymore

"Hey, Gwen...I've been wondering about something." Ben spoke

"What is it?" Gwen asked

"Well...I wonder if we can have BOTH." Ben thought

"'Both'?" She asked

"Yeah, having a penis AND breasts." Ben answered

"That sounds like one of those 'too far' alterations." She commented

"Yeah...Yeah, that's true. Guess dildos will have to do." Ben shrugged.

"Exactly." Gwen nodded, slapped his ass while he was a guy

"G-Gwen? Wh-what're you?" Ben blushed, her brain having a bit of a meltdown at the insinuation.

Gwen just grinned, kissing her before walking away

"Oh~! You got me horny again!" Ben groaned and followed

"You need to earn it my slutty Ben." She winked

"Okay, what do I do?" Ben asked

*time skip*

It was about two weeks since Ben and Gwen had become lovers, but right now Gwen, back as her male-self, was at the tennis courts

He arrived with a confused, wondering who had slipped the letter into his locker

"Well...I'm here. Who wanted me to meet them here?" Gwen wondered

"Hello?" She called

"You got my note." A female voice spoke, walking out to the court.

It was Julie, the girl Gwen was fantasising about a fortnight ago

For a few seconds at least

"Didn't think you'd come." Julie spoke, almost swaying towards him.

"Well, I DID want to know who sent me this." Gwen answered simply. "I mean 'meet me at the Tennis Court after class, 6'. That's it. So I was curious."

"Yeah, I wanted to be a LITTLE mysterious." Julie admitted

"So, why'd you call me?" Gwen asked

"Well, I noticed you were staring at me a couple of times." Julie answered

"Well you stare at me a lot while I'm doing soccer." Gwen shrugged "I'm confused why you are there."

"Well...I find you, attractive." Julie answered, sliding next to him.

And hand to the crotch

Gwen's eyes widened at that, thinking 'Bad touch, BAD TOUCH!'

"Sorry. I've got a girlfriend?" He said to the Japanese girl, removing her hand

"You do?" Julie blinked

"Yes. I do." Gwen nodded

"Well...Who is it?" Julie asked

"I like to keep it private." He smiled and walked away

Julie was dumbstruck...the first boy she liked had a girlfriend...Well. There was nothing she could do.

Gwen walked off proudly, he was going home.

He soon arrived home, the key clicking as he walked in

Kneeling in front of him, in front of the door, was Ben in her female form with D-cups. She was just waiting black thigh highs that hugged her thighs tightly and a black thong along with a black ribbon tied around her neck. She was kneeling, her hands on her thighs as she smiled up at him "Welcome home." She smiled

"Hello, Ben. Have you had a good day?" Gwen asked, helping her up

"Yes Master." She smiled teasingly, kissing him and rubbing his crotch

"Hmm, good girl." He responded

"Master...Someone ELSE has gotten you hard. Haven't they?" Ben asked

"A girl I knew tried hitting on me." He admitted, not wanting to lie to her "I turned her down. I've got you, and you are all I need."

Ben smiled and kissed Gwen, holding him close.

"Then fuck me, my love." She smiled happily

For them, life was near perfect

They still had to keep their relationship a secret, but it was perfect enough.

They were happy

*Time skip*

It was several years later. Gwen and Ben had come out with their relationship to their family, it took some time, but they came around.

They were now married

And right now...They were currently fighting against Dr Animo, who had grafted his head onto that of a large mutated white-furred gorilla.

Ben was dressed in tight black pants attached to a pair of high heeled boots, a long sleeve blue shirt that was skin-tight that had the charms of Bazel attached to the left sleeve and she had a black choker around her neck that had a charm in the shape of a familiar cat head

Gwen was dressed in a black and white shirt, reminiscent of what Ben wore as a child, large green cargo-trousers, the Omnitrix on his wrist had been replaced with two Omnimatrixes on each of his arms called the 'Biomnitrix'.

Ben used a barrier charm, shielding the two of them from Animo's surprise attack before Gwen delivered the final blow

It didn't take long for the Police to take him away...and separate his head in a jar from his gorilla body.

"Thanks again, Ben and Gwen." The police officer spoke

"Welcome." The married couple smiled, taking a second to wave to the cheering crowds

Soon, Ben's wrist beeped. Signalling the time. "Hey, we've got to go."

"Right." Gwen nodded. "Seeya."

The two flew off going off somewhere, which was actually a primary school.

Walking out of the school as a set of twins

Both were green-eyed, but they were fraternal twins.

A brown haired girl and a red-haired boy.

The girl was wearing a black a white dress with flat shoes.

The boy had a blue shirt and green trousers and sneakers.

The two were holding hands and waiting for their parents.

"Hey kids." Ben smiled as she landed from flying over here

"Mummy!" The kids ran over to Ben, giving her a huge hug.

"How was school?" Ben asked kindly

"It was good." The kids answered

"You sure? No fights?" Gwen asked protectively

The boy shook his head and nestled into Ben's stomach.

"What's wrong?" She frowned gently

"Don't want to talk." Their son answered

"Ken." Gwen frowned, kneeling down.

"We should get home." Ben sighed and picked up her son.

"I've got Ren." Gwen spoke, picking up their daughter.

As the Tennysons headed back home, Ken went to his room and huddled himself into a ball with his quilt.

"What happened?" Gwen asked their daughter

"He got bullied." Ren answered sadly but honestly.

"What?" Gwen and Ben asked

"What happened?!" Ben asked in fear

"He was playing and this big kid we didn't know came over and started picking on him. And...called him something we didn't know what it means and said he was stupid and weak." Ren frowned, feeling hurt by recalling it.

"What did he say?" Gwen asked with a frown

"He said...'In-something'. In bread?"

"In-That little-!" Ben gasped, before getting angry. "I'm going to that school tomorrow and report this."

"Okay mummy." She nodded

"I'll talk to Ken. Okay?" Gwen added, letting Ren go off to her room.

*Time Skip*

It was a few days later, the Tennyson family were out at the beach and that incident at the school was fixed.

For now, it was just them. Just enjoying their life together.

"Hmm... Master?" Ben purred into Gwen's ear

"Yes, my pet?" Gwen asked, rubbing her side.

"Hmmm... I want... Us... To have a REAL special night, tonight." She smiled lovingly up at him

"Then we will." Gwen smiled, kissing her on the forehead.

"Mummy, Daddy. Can you help build a sand castle?" Ren asked, holding a bucket and spade.

"Of course!" Ben called before she whispered to her husband again "I want you to use ALL the 'toys'." She grinned and winked before she walked over to their kids. She just wore a dark blue one piece, backless, swimsuit with the cat symbol on her chest. And she was making sure her hips had the most sensual sway they could, her suit hugging her hips perfectly

"I love my life." Gwen chuckled with a hard on forming

 **The end**

 **If you have any comments please leave them in reviews.**


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